Ben 10 Returns
by Arinlianette
Summary: Episode 1 - Amber was a friend of Ben's, one with abilities she didn't like to share. Ben was the only one who understood. Well, with illegal alien tech being bartered, Ben and his cousin, Gwen, can use all the help they can get. OC
1. The Big Game

**Ben 10: ALIEN FORCE  
****Episode 1 - "Ben 10 Returns"  
Chapter 1 - The Big Game**

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Amber pushed her curly, black hair aside and desperate looked over the seats to try and find good spot. With her arm full of soda and rock candy, it was hard to get anywhere in the crowd without dropping something. She sighed, once again, and peeked over a tall, lanky boy to her right. Five spots were open. She swiftly pressed pass the boy.

Amber: "Excuse me…"

Boy: "Whatever…"

She managed to slide into the second seat away from him and sighed in relief.

She had promised Ben, her new chemistry partner, that she would make it to one of his last games. She was a boring kind of person who would rather read books or do some more research on a subject she knew little about. Although Ben never really recognized this, she pushed it aside and made the promise, even if sports weren't really in her comfort zone.

She sat the items aside and stood up to see what the big commotion was. She saw the scoreboard and knew that this game was a pretty big one—the school was about ready to either win, or tie. She sat back and sipped her diet lime coke. She used her middle finger and pushed her glasses back up to the bridge of her nose and sat in silence, waiting for the game to end. All of the stands' occupants' stood in an uproar as the time on the countdown of the big clock became shorter. Confused, Amber stood up, in her chair, and lifted her head to surpass the gentleman in front of her to see what was happening.

Ben's team was barely winning by one point and Cash was skillfully making his way pass the defenders. There were now only 20 seconds or so left on the timer. It was now or nothing.

Somehow excited, Amber swiftly sat up in her seat and looked down the field to see if Ben was ready. She had never been excited in a sport before, but now, the hype was getting to her. She waved her hands around when Cash passed the ball to his friend, JT, making his way down the line to the goal.

Amber's heart stopped. She knew how much the game meant to Ben. It was something he looked forward to everyday; not being the hero anymore, made this hobby special. Ben had told her about taking down aliens and turning into them. He ranted on and on about his watch for the longest times, clearly showing his proud, fruitful side. Since he confided in her for the last year, she did in him, too (only when he really was in a listening mood).

Amber never told anyone else this—this thing she had. It made her feel inferior to her own race and unique in some ways. She could conduct organic, and inorganic, energy through her hands and it would course through her body, and she would become its mind. Everyone knew that electrons and other particles were unpredictable and moved in a way no one could move. But she could control.

That's why she was such a chemistry geek. She could relate to the labs they did and the different elementary substances being laid out. And that's also why Ben has her as a partner; he sucked at the class. And seeing as Ben was a huge freak, himself, Amber trusted him with her own secret. The secrets were probably the only things keeping them together as friends; they were so different from one another.

JT was right in front of the goal now, and everyone was going crazy.

Amber: "GO, BENNIE!" using her nickname for him.

This got his attention. He looked up in the stands and smiled, surprised.

Ben: "Amber…?"

Amber: "NO, BEN! THE GOAL…" she furiously pointed.

Ben looked confused, then remembered. He was in the game. He turned back in front of him and saw the way JT was coming at him. He focused his goalie eyes and smirked, ready for the challenge. No swoosh was heard and the buzzer sounded.

Many: "YEAAAAAAAAH, WOOOH!"

So many people cheered, Amber had to plug her ears momentarily. Even the boy she was closest to stood up and hugged her—and she smiled all the more before happily pushing him away, disgusted.

Boy: "_oof!"_

Amber continued clapping and roaring as she saw the happy expression on Ben's face. His teammates came up, one by one, and lifted him up into a victory throne. He held up the ball. He was truly happy, and so was their school.

Amber checked her watch and silently blew the piece of hair in her face. She was supposed to be at Gwen's five minutes ago. She didn't plan on staying for the whole game. She huffed and stood up, maneuvering around the overly-happy students and fans. Slinging her ugly, green pack over her shoulder, she started down the steps.

She faintly caught the sight of short, blonde hair and tried to make her way as quick as possible.

?: "Hey, smart girl!"

Cursing, she turned around.

It was her second-cousin, Francesca. They hated each other. Amber couldn't understand why someone would name their child something as ugly as that, when the child themselves were true beauty.

Amber: "What do you want…?"

Her cousin scowled.

Francesca: "Don't sound like you aren't happy to see me. You know, school won't be ending for another couple of months, there's no reason we can't still erase the hostility you always give me."

Amber: "Hostility? So, ducking your head and hiding behind other students is an offense, now?"

Francesca: "Come on, geek. Don't get all smarty-pantsy on me. I don't need your big words clouding up my natural goodness…" she batted her eyes.

Amber hated hearing the stupid girl's talk—it was covered in tiny letters that lacked the knowledge to increase their vocabulary. The girl was hopeless and blind due to her looks. Amber really didn't know why Francesca had friends.

Amber: "All right. Let me try this again, in your language…"

Francesca looked down at her, expectantly.

Amber: "Why. are. you. being. a. big. meanie. head. and. not. letting. me. go. home. to. my. mommy. instead. of. talking. to. you…?"

Francesca's face reddened.

Francesca: "How dare you talk to me like in that way!"

She gasped in anger.

Francesca: "I'm leaving!"

She turned around in her flip-flop-heels and headed upwards on the stands. Amber smirked at her cousin's stupidity and turned around to walk back down.

Amber: "That's the wrong way, you dope!" she threw over her shoulder.

She could hear her cousin nag.

Francesca: "That's why no person likes you, smarty-pants!"

Amber really wanted this girl to get serious about school and _learn something._

Amber: "And that's why no _being_ likes _you_!"

Amber walked across the field and pulled out her black cell phone, dialing the number. It beeped a few times before someone answered.

Gwen: "Hello?"

Amber: "Hey, Gwen. I'm so sorry I'm late!"

Gwen: "It's not that big of a deal, Amber. Why are you late, anyway?"

Amber: "I promised Ben that I would come to this game and the time kind of got away from me. I'm just now entering the parking lot."

Gwen: "Alright. I'll tell my mom to wait another 10 minutes or so."

Amber: "Thanks, Gwen."

Amber was about to end the conversation, but Gwen wanted to know something.

Gwen: "So, how are you getting here, again?"

Amber: "I usually walk, but that would take longer…"

?: "Hey, Amber!"

Gwen: "Who's that?"

Amber turned around and was greeted by an arm hug from a tall, muscular boy with light hair.

Amber: "Hey, Robbie. Whatcha doin?"

Robbie: "Just checking up on my friend," he smiled. "You know, I saw you during the game, but I had to get back out there and stay focused."

Amber smiled.

Amber: "I imagine…"

Robbie: "No, this game was big, as you know. There was no room for mistakes. I really wanted to say hi, or give a call out to you."

Amber: "I know, Rob…" she rolled her eyes. "Anyway, I need a ride to Gwen's."

Robbie: "Tennyson?"

Amber: "Yeah. I'm running a little late and her mom was supposed to drive us both to our karate class."

Robbie nodded.

Robbie: "Sure. Just come this way."

Amber: "Hey, Gwen? I'm getting a ride from Robbie. I'll be there soon."

Gwen: "K. Bye."

The two hung up. Robbie led her to his blue 2007 Porsche Cayman and opened the passenger's door for her.

Amber: "Thank you."

Robbie gave a friendly nod and got into the driver's seat before the two went down the road.

**^.^.^.^.^.^.^.^.^**

Robbie slowly pulled into the driveway and put on his brakes.

Robbie: "There you go, Your Majesty."

Amber slapped his arm.

Amber: "You are such a dork."

Robbie: "I know you love it…"

Amber: "Keep dreaming."

Amber stepped out of the car and shut it. Rob rolled down his window.

Robbie: "I've gotta be somewhere. Tell Gwen I said hi."

Amber: "Alright. See ya—and thanks for the ride!"

Robbie: "Yeah, yeah."

Amber stepped back and he pulled out of the driveway. She walked up to the front step and got out her key.

Ever since she and Ben became really close, her and Gwen were like sisters. They had their differences—but definitely a lot more similarities than she ever did with Ben. They both liked reading and karate, but Amber was still a bit geekier. They would have their own sleepovers and shopping dates. The two were inseparable. She even got her own key to the house because she was over there so much. Her parents were always busy, so, there was no harm done.

Before she knew it, Amber was spilling her secret out to Gwen, who had already let Amber know of her own magical abilities once Ben told her Amber knew. And the whole 'powers' thing, made them even closer, if that was even possible.

Amber shut the door behind her and took off her shoes. She walked into the kitchen where Gwen's mother was washing dishes.

Amber: "Sorry, I'm late."

Gwen's mother smiled.

Gwen's Mom: "Oh, that's okay, dear. No trouble was caused. The class starts in half an hour, so you should get your things ready upstairs before we leave."

Amber nodded, even though she knew the woman couldn't see her, and walked up to Gwen's room. Like always, the light was out and it was dark. Gwen liked to practice channeling her power a lot—it made her feel better about controlling it.

Amber never liked practicing her power, which is why she never did. She used to, but only to the extent that she was able to keep it from getting unrestrained. Since her ability was control over mostly electricity, it was hard to do anything with it. So many risks hung high. It, once, caused a shortage in the whole neighborhood and she didn't even do it on purpose. She was just simply trying to turn off three lamps and an alarm clock all at once. Let's just say the house is now incapable of conducting electricity; Amber's family had to move.

Amber knelt, quietly, beside Gwen and watched momentarily as a few bursts of light moved throughout the center of the room. After a while, Amber got bored.

Amber: "…How long are you planning on doing this?"

Gwen was on the brink of losing her concentration and peeked one eye open.

Gwen: "Probably until I'm forced to stop."

Amber: "Well…practice is in less than…" she looked at the clock on her cell phone, "…twenty-five minutes. So…"

Gwen: "Really? I'm not ready!"

Amber watched as the flying objects stopped in mid-air and fell in their places. Gwen rushed to her mirror and brushed her hair up into a ponytail. And ran over to her closet to grab her uniform, before slipping he clothes off and changing into it. Amber shook her head at the panic of the girl and dropped her sack to the floor. She pulled out her uniform, shampoo stuff, and brush and walked out to the hallway bathroom.

Amber: "I've been outside today. I'm going to take a really quick shower."

Gwen nodded as she was out the door.

Amber stepped into the bathroom, undressed and moved into the heated water under the shower head. She sighed in contentment. She never knew why, but when she was in cold water (like rain), she frizzed out and shivered like something else. But, when the water was _really_ hot, it didn't really affect her. She felt that maybe it was because the heated water had heat in it, just the same as electricity did, although electricity was deadlier.

After five minutes, she was out of the shower and drying off. She pulled her thick hair up and braided it into one, very long braid. She slipped on her uniform and walked back into Gwen's room, setting her clothes in her duffle bag (which she kept there), to change into later.

Running downstairs, they took another five minutes to get ready and they were off.


	2. Grandpa Max

**BEN 10: ALIEN FORCE****  
Episode 1 - "Ben 10 Returns"  
Chapter 2 - Grandpa Max**

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_HE-YAH_!

Amber took hold of the arm coming her way and swiftly twisted it the other way. She then brought up her foot, twirled around perfectly, and nailed the guy in the side of his head. He reluctantly came crashing down on the mat in defeat. Amber placed her foot on his back and smiled with her hands on her hips.

She loved winning.

Sensei: "Point. Victory."

A small collection of applause went around the large gymnasium as Amber stood up. She held out her hand for the boy to take, but he got himself up and clapped his hand on her shoulder.

Boy: "That was a good one."

Amber: "Yeah, I know. Thanks."

The two separated and Amber felt the urge to pee. She walked over to her sensei.

Amber: "Um, Sensei?"

Sensei: "Hm?"

He looked down to her.

Amber: "I have to go to the restroom."

Sensei looked humorously at her expression and looked at the clock before turning back to her.

Sensei: "We only have enough time for one more match. When you go, you can go ahead and get ready to go."

Amber nodded and raced out to the girls' locker room.

**^.^.^.^.^.^.^.^.^**

Amber walked of the locker room doors out of her white robe. She felt comfortable in her white t-shirt, cut-down plaid, dark-red jacket, dark red jean-shorts, and her dark combat boots. She knew the way she dressed was a bit…different, but it was her and she wouldn't have it any other way.

Looking around, she saw that Gwen wasn't out yet. Walking further into the room, she heard faint snoring.

It was Ben.

Amber: "Ben?"

Ben stirred in his sleep and fell back to his slumber. Amber lightly kicked the side of Ben's face.

Amber: "Ben!"

Ben lurched forward and looked around worried.

Ben: "Grandpa!"

Ben looked around confused. Then he remembered. He had come in hopes of catching Gwen and getting her opinion. He sat up and spotted Amber next to him.

Ben: "Amber!" He stood up and smiled with his hands behind her back. "You came to my soccer game…"

Amber slowly nodded.

Amber: "Yeah…"

Ben: "You stayed until the end, all by yourself…"

Ben knew how much Amber disliked sports, or anything else not including academics. To his humiliation (for some), Amber might be his only best friend or…more like _true _friend, for that matter. So, her not missing the game was huge.

Amber: "Ben, what are you getting at?"

Ben smiled more before he reached out and hugged her tightly. Amber was shocked. And worried.

Amber: "That's…great…," she traveled off.

She patted Ben's back and coughed to get his attention. Ben realized what he was doing and stepped back.

Ben: "Sorry."

Amber put her hands on her hips and raised her eyebrow.

Ben: "No matter what anyone says, that was a man-hug."

Ben looked around nervously and offered her a smile. Amber just stood there and gave him an incredulous look.

Amber: "You _are_ a dweeb…"

Ben: "Hey, I went through a whole summer being called that; give me a break."

Amber snickered and turned the other way as he was setting up to lay back down.

Amber: "_Once a dweeb, always a dweeb_…"

Ben: "I heard that! I thought you were supposed to be my friend," he called over his shoulder from his spot on the mat.

Amber: "Well…," Amber knelt down very closely to Ben and looked down at him with a smile, "things change." She shrugged.

Gwen: "Well, that's attractive…"

Both Ben and Amber turn their heads to find a newly clothed Gwen, who was smirking. Ben quickly sat up and away from Amber in alarm.

Ben: "We weren't doing anything!"

Amber and Gwen raised their eyebrows at him.

Amber: "Yeah, we seriously weren't…"

Ben blushed and stood up fully. He walked over to Gwen and Amber.

Gwen: "You needed help?"

Ben looked down seriously and pulled something from his pocket. It was the Omnitrix. Amber eyed it curiously and looked at Ben.

Amber: "Is that…?"

Ben nodded.

Ben: "I need advice…"

**^.^.^.^.^.^.^.^.^**

After settling down and watching the recording of Max Tennyson, Gwen and Amber looked puzzled. Things weren't adding up.

Gwen: "Grandpa doesn't have the Omnitrix¾"

Amber: "You do…"

Ben: "Yeah. He's sending me some kind of message…I think he wants me to put it on again…"

The girls looked concerned.

Gwen: "He always said that was your choice. You don't have to do it if you don't want to…"

Ben: "I used to always love the Omnitrix…It made me feel special."

Amber placed a hand on Ben's shoulder.

Amber's parents had known his grandfather, and what his occupation used to be. So Amber already knew a bit of what was going on. The Omnitrix was a watch that allowed Ben to turn into a limited number of aliens, just as Ben used to say. But, was that the real reason behind his heroic efforts?

Amber: "It couldn't have been the watch that was special…"

Gwen: "Yeah. It was you."

Ben looked up at the two and smiled, appreciating the support.

Gwen: "And you've earned the chance to have a normal life. You put that thing back on, and that's pretty much it for normal…"

Ben: "But, if Grandpa needs my help…"

Amber: "He said he didn't."

Gwen: "And good thing, too. Remember how much trouble we had getting it off the last time?"

?: "The Omnitrix ain't yours." All three faced forward to spot a cloaked figure standing in the light passed the doorway. "…Give it up!"

The man held out his hand. Amber stood up hurriedly from the shock. Ben saw this and grabbed her hand.

Ben: "No way!"

They raced out of the gym and into a vacant hallway. Ben jiggled the handles of the doors on the other side, but they were jammed. The man caught up.

?: "Give it to me, now."

Ben: "Or what?"

?: "Or…this!"

Amber's mouth dropped.

The man pulled off what seemed to be a mask. That was definitely not a man. More of an alien, but still not man.

It was silent for a moment until they came to their senses.

Ben: "Oh. That is _so_ creepy…"

Ben tried to run away, but the thing pulled out its laser gun and shot at Ben.

Alien: "Don't make me use it on you…"

Ben: "Who's making?"

Gwen: "Not fish-face here, that's for sure."

Gwen stepped up onto her platforms and blocked the laser beams coming her way before hitting the alien with one of her own. She reached out with her powers and gripped onto the intruder. She jumped down from her shield and held him tight.

Amber and Ben walked over to her.

Ben: "You're really getting good at that stuff…"

Gwen: "Thanks. It's all thanks to practice," she pointed out to Amber.

Amber shrugged innocently and nervously laughed. Ben advanced on the fiend.

Ben: "I want some answers right now! Otherwise¾"

Alien: "Yeah?"

Ben: "…I don't know…I'll over feed you?"

Alien: "Do I look like someone to joke with?"

Amber: "Nice way to be threatening…"

Ben: "Oh, shut-up."

Alien: "I'm a dueling deputized agent of the Plumbers: an intergalactic lord enforcement organization."

Ben: "I know what they are; my Grandpa Max used to be a Plumber."

Alien: "…Max Tennyson? He was helping me on a case, but he went missing."

Gwen: "We're looking for him."

Alien: "Wait…He's your grandfather? You're the legendary Ben Tennyson?"

Ben shrugged at the name.

Ben: "Guess so…"

Alien: "I thought you were just some kid who snatched it from the Rustbucket. I guess I owe you an apology…If you get me out of this thing, maybe we can find your granddad together."

Ben gave Gwen a nod and the alien was soon back on his feet. Amber noticed Ben eyeing the Omnitrix.

Amber: "Are you sure?"

Ben tightly shut his eyes as a last decision and snapped the weird watch on his wrist. With newfound confidence, he turned around, holding up his wrist.

Ben: "I'm sure."

Amber and Gwen gave each other a look and nodded.

**^.^.^.^.^.^.^.^.^**

The four walked out to the entrance of the building. The Alien slipped his disguise back on.

Gwen: "What do we do now?"

Ben: "For starters, let's learn each other's names. You already know me."

Gwen: "I'm his cousin, Gwen."

Amber: "His best friend, Amber. Nice to meet you."

Alien: "I am pleased to meet you also. I'm Magister Labrid."

Amber: "Could I just call you 'Magic Man'…?"

The other two humans gave her a look.

Amber: "Magister Labrid's good too…," she frowned.


	3. Kevin Levin

**BEN 10: ALIEN FORCE  
Episode 1 - "Ben 10 Returns"  
Chapter 3 - Kevin Levin**

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Ben, Gwen, Amber, and Magister Labrid stood behind the crates of an abandoned Railroad Site.

Gwen: "_So, what are we doing here_?"

Magister: "_Stake-out. According to a tip from your grandfather, the Forever Knights—a group of criminals who—"_

Ben: "_Trade in alien technology. Yeah, I know, I've run up against them before_."

Magister: "_They're supposed to show up here tonight to receive a shipment of illegal alien tech…_"

Amber: "_Who do they get it from_?"

Magister: "_Don't know. Max was going to tell me, but then he disappeared_."

As if he heard something, Magister paused.

Magister: "_Someone's coming_."

He pointed passed the crates and the teens turned back to see what was going on. A red truck and a white and tan one pulled up in front of each other before the head lights went out. There stood men dressed in (both) the trucks' colors, waiting for their investor. Soon, a nice green car with black stripes pulled up next to a railroad track. Out stepped a tall boy. He had shaggy-black hair and black eyes; he wore a black t-shirt over a grey, long-sleeved shirt, blue jeans and black biker boots.

To Amber, he looked a little rough around the edges.

Amber: "_Who's that_?"

The two cousins were shocked.

Gwen: "_That's Kevin_!"

Magister: "_You know him_?"

Ben: "_Kevin Levin. He's got super powers; I fought him all the time when we were kids_."

Gwen: "_He ended up trapped in the Null Void—it's kind of an extra-dimensional jail_."

Amber shushed the three and they focused back on the scene.

One of the hooded figures when came up to Kevin with a big, brown briefcase. He handed it to him and Kevin opened it, expectantly. After seeing the contents of the case, he smiled.

Amber: "_What's he so happy about_?" she mumbled.

Kevin's smiled stayed as he turned to his 'partners'.

Kevin: "Money's here."

The dark-haired man in a tan suit smirked and gave another man a gesture to get something. The man wheeled three crates of important stuff.

Magister: "_Ah, he's brokering the deal_," he hissed.

Ben: "_Why not? You said it was illegal…_,"he was half-telling the truth, and half-joking about his childhood rival.

Kevin handed the money back to the man who had given it to him, and pulled out the merchandise that was brought. It was a special gun.

Kevin: "As promised; four dozen factory new laser lances—" he lifted it up as a way of showing it off, "—eyther-point energy module and a ten-a-focus admitter…"

He aimed it at a nearby truck.

Kevin: "It's good for thirty-five minutes of continuous fire at .6 terawatts."

Amber: "_What did he just say…_?" She was confused about the "big words".

Ben: "_Don't know, but he sure is a good salesman; he did all his homework_."

Kevin: "Now tell me…Is that good?"

He held down a button, and a red beam shoots from the lens. When it came in contact with the truck's metal, it bleeds through it like hot sauce, and decides to completely destroy the truck all together.

_**Boom!**_

Smirking, Kevin turned back to his investors, proud.

Kevin: "You tell me."

Alien-face freaked out.

Magister: "Those lances are level _five _technology; Planet Earth is only _two_!"

Ben: "_Hey, what happened to the whisper_?"

The Magister ignored Ben and pulled out his own gun, sliding down the metallic hill to charge in. The three followed close behind.

_Oh no, _Amber thought, _he's going all 'cop' on us…_

Magister: "Hands above your heads, Air-Breathers; by authority of the Plumbers, you're all busted!"

The shipmen paused in their work and directed their attention to the party-crashers. And before their eyes, the men took off their 'masks'.

Amber: "Not the mask thing, again…"

Half became, what Amber believed to be, the Forever Knights, and the others—something she couldn't decipher.

Gwen: "Oh, that is _so_ creepy…"

Ben: "Isn't it?"

The three began moving back steadily, Magister scarcely following with his gun still up and armed. The slimy things became very close.

Magister: "Back off!"

He shot at the ground and made a half moon to block them from getting any nearer. They shied away from it, trying not to get burned. Some ran.

Ben: "What now?"

Magister thought for a moment.

Magister: "Stand-off." He said it as if it were the simplest _and_ best thing to do in that situation. The humans shared a look.

Amber spoke up while facing the opposite of Ben and Magister's backs.

Amber: "Um…We don't think so…"

Ben looked back.

Ben: "The other guys are behind us."

Everyone turned to the same direction. There stood five men clad in chain mail; the two still wearing red cloaks pulled them off, and advanced with the others. They, along with the 'things' behind the fire, pressed forward, marching to the children's (and Magister's) defeat. Soon, the 'things' were able to get past the shield of fire.

Gwen: "We are toast…"

Ben looked up confidently.

Ben: "No we're not."

Ben tinkered with the watch on his left wrist and it popped up.

Ben: "It's hero time!"

He slapped his wrist down on it and…nothing happened. It started beeping uncontrollably. The life-light turned blue. Ben twirled the dial around and around. Only beeping answered.

Gwen: "_Ben…_?" she nagged.

Ben put up his wrist.

Ben: "_Watch…_?_" _he copied.

Ben turned to the 'things', and watched for a moment. Amber's back met Ben's.

Amber: "Hey, what's going on?"

Ben: "I don't know."

Amber: "Why haven't you changed, already?"

Ben: "This stupid watch is doing something funny…But what...?"

Ben continued to try and get the watch up and working. It beeped. Both enemies came closer.

Gwen: "Ben, seriously!"

Ben: "This is a really bad time for a reboot…"

Amber: "I'll say."

Ben tried different little buttons, but nothing worked. After a while, it was getting to hazardous.

Amber: "What do you got?"

Ben: "I got nothing!"

Gwen and Amber looked at each other, nodding.

Gwen: "Well, maybe we do."

Gwen closed her eyes and her hands were soon enveloped in the pink energy.

Amber looked around her and spotted a large power fuse. She reached her hand out toward its direction and sparks began sprinkling over her fingers.

Turning back around, she clapped her hands together and sent out a concussive wave of electricity as Gwen stretched her arms out and threw a large ball of magic at them. A few knights flew back. Magister shot at the ground in front of him and Ben to try and hold off the octopus-faces, but it didn't help much. Four Forever Knights gained their composition and fired at the group. Gwen put up numerous shields to block their shots.

Ben and Amber were separated from Magister Labrid when another alien tried to attack them. The two ran down a row of large crates, being chased by the alien.

Ben: "Come on. Come on..."

He played around with the watch while Amber fired small blasts behind them whenever the alien tried spitting their gross mucus-stuff at them. The material met with the blasts, making the mucus heat up and explode behind them.

Amber ran ahead of Ben and hid behind the crates he jumped on to form a plan. She tried thinking of something helpful, but she got nothing. It wasn't like she'd fought against the creeps—or any other alien, before.

Desperate, Ben ran behind a collection of white, wooden beams and knocked them over the alien still following him. The beams collapsed all over. Amber stepped from behind his position and examined his work.

Amber: "Nice…"

Ben started twisted the watch's dial some more, trying to desperately get it working. Finally, it did _something_. The watch glowed as it contracted and appeared to be slim and different, yet still the same.

Ben: "It never did that before…" The holographic pictures popping up from the watch flashed by as Ben turned the watch. "I don't remember any of these guys…" He landed on one. "Although under the circumstances, this one looks pretty good!"

He slammed his hand on the watch like before and was engulfed in a green light. When it dispelled, a tall, flower-like flame head stood in his place.

Swampfire: "Swampfire! —What is that smell? *sniff sniff* Is that me?"

Amber looked in awe before shaking her head loose of the distraction. She had never actually seen him use the Omnitrix before.

Amber: "Uh…yeah," she said as a matter of fact while looking at the new alien with a weird expression. She made her way toward to Gwen and Magister, careful to not be seen by the enemies.

Swampfire: "It can't be—"

Amber: "Whatever , Ben, just—" she was repulsed by the scent, "—I'll be over there helping Gwen…"

She ran off.

Swampfire: "Come on, it's not that bad!"

He ran off after her to meet up with a crowd of octopus-faces and two fixed allies. The two stopped in their tracks.

One alien hurriedly spit out a glop of the mucus-stuff directly at Amber. She raced forward and jumped into the air; her foot, which was sparkling, collided with the substance and blue sparks fizzed out the glop. It fell to the ground in a burnt heap. The alien screamed at her. Swampfire took action. He ran forward and punched his way through the crowd of ugly faces and yelled.

Swampfire: "Get away from my friends!"

After he brought down two with a punch and sucker-punched one to the sky, the others got scared and sprinted away to their getaway truck. The aliens tried to retreat in the transportation vehicle but Ben didn't like the idea of it. Swampfire ripped a huge pole from the ground held it out like a bat. Pulling it back, he swung fully forward and slammed it right into the side of truck, stopping it. It fell over. Magister and Gwen smiled in thanks.

Swampfire: "I forgot how much fun this is…" He smiled.

Then, the Forever Knights got back into the fight. They openly fired at Swampfire with their red laser guns, making him drop the large bar. Swampfire giggled since the bullets were going straight through him. He was ticklish. After a while, Swampfire was done being ticklish; he ran to the shooters but stopped when one blasted his right arm off. It fell to the ground.

Swampfire: "Hey!"

Everyone gasped. Before their eyes, a long vine reached out for Swampfire from the arm, and reconnected itself to the body. _Talk about regeneration…,_ Amber thought. Amber ran to Gwen and Magister and started to try and get the goop off with her powers by burning the material. It would take time to completely get it off of one person alone.

Swampfire: "You guys are in so much trouble…"

Swampfire smirked. By now, Gwen was half-way free, but not completely.

Gwen: "Could you go any faster?" she complained.

Amber: "Now I see how practice is good…"

Swampfire ran up to the Forever Knights and beat them down with either the force of his shoulder or his fists. They were being beat badly. Swampfire was having so much fun he didn't see the person headed his way.

Amber: "Ben!"

After shoving a Knight across the lot and under a collapsed container, Swampfire was interrupted by none other than Kevin Levin. He was shocked. Kevin looked as if he was ready to kill.

Kevin: "Hey, Tennyson!" with his fists up.

Swampfire: "What do _you_ want?"

Kevin: "Let's see," he trailed back the memories. "You trapped me in the Null Void for all those years…" He said it as if it were a common fact.

Amber didn't like where this was going. Gwen was almost free.

Swampfire: "You did that to yourself."

Kevin: "And you ruined my deal today; I'm thinkin' I want revenge! The good news is—" Kevin bent down and laid his hands on a bar of the train tracks, "—since I can absorb anything, I've got more than enough power to take it!"

His body was completely engulfed in metal.

Swampfire: "That's new…"

The two came after one another and Swampfire's fist missed Kevin's head. Kevin's didn't; it went straight through Swampfire's stomach, but got stuck. He struggled to get it out. Swampfire raised his hands and brought them down to Kevin's metal head, making Kevin's whole body shake and ring. The troublesome teen cried out in agony before the watch-wielder made him fly into a crate.

Meanwhile, the Forever Knights and the other aliens were loading a truck full of the weapons hurriedly, wanted out of Kevin and the heroes' way.

Gwen: "What are they doing?" She was almost free.

Amber: "Don't know, but it can't be good."

As the enemies drove off, Kevin lifted a huge-ton copper crate and whirled it at Swampfire. He was caught up in it; it seemed as if he had gotten squashed.

Gwen and Amber: "Ben!"

Kevin: "Looks like I've upset your cousin and girlfriend…" He walked up to the crate in victory. "And that's what happens when you mess with me!" with his arms out.

From under him, a vine rode up and Swampfire appeared in its spot.

Kevin: "What?"

Swampfire: "Peek-a-boo!" He slammed his fists into Kevin's face.

Once recovering from the attack, Kevin backed up and lifted a huge truck. At first, it was too much, but he pushed his limits. And before he could throw it, Swampfire flared out a wave fire from his palms and blew up the truck while it was still in Kevin's possession.

Kevin's plan backfired. He fell back trying to get back up from his spot on the gravel, but failed miserably while his body changed back to its regular human form.


	4. Stop Being A Debbie Downer

**BEN 10: ALIEN FORCE  
Episode 1 - "Ben 10 Returns  
Chapter 4 - Stop Being A Debbie Downer**

**^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^**

The alien-friend and Gwen had been freed and everyone now stood above Kevin in curiosity. After a while, Amber tilted her head.

Amber: "…Is he dead?"

Ben: "Amber…," he groaned.

Amber: "What?"

They took interest when they heard moaning. Kevin was coming to. When his mind was clear, he sat up and was ready to fight again, but was stopped due to the alien handcuffs depriving him of his full movement. He growled.

Magister: "Energy Cuffs…You can't escape, ain't nothing there to absorb."

Ben: "You've still got some of that stuff in your hair…," he pointed out to Gwen.

She ran her fingers through the right side of her hair.

Kevin: "Other side."

Doing the same, she found the goop.

Gwen: "Ewwww. I thought you fizzed all of it out…?"

Amber: "Hey, you try using your powers after a long time while under pressure!" she defended herself.

She put her hands in Gwen's hair as the two tried greatly to get all of it out.

Magister: "Learn how to talk, tough guy. These weapons run on ether-point energy cells. It's dangerous technology that's way too advanced for humans." He explained. "They shouldn't even be on this planet."

Kevin just looked at him.

Kevin: "So, how's that my problem?"

Ben: "While we were fighting, the Forever Knights got away with a whole crate of them," he said angrily.

Magister: "You set up the deal; _you're_ going to tell where they are."

Kevin looked to the ground in anger and didn't plan on participating. Amber looked at him in sympathy; he clearly had a bad turn in his life. When he felt something on his shoulder, Kevin looked up. It was Gwen.

Gwen: "Kevin…people could be hurt."

For a second, he seemed hesitant with her trying to persuade him. But soon, his expression softened up. _Somebody likes somebody…_

Magister: "You're in a lot of trouble, son. I'm giving you a chance to help you here."

Kevin: "Look, you don't have to convince me; those guys ran off before I got paid. I'm happy to help you find those dead-beets."

**^.^.^.^.^.^.^.^.^**

While walking to the car, Amber became excited about riding in Kevin's car. From a far glance, she could tell what a really nice car was when she saw it. She lively skipped toward the car right behind Ben, who was beginning to be annoyed of her actions.

Ben: "Are you seriously skipping…?" he asked not looking back to her.

Amber stopped in her tracks and glared at Ben's back.

Amber: "Only if you're seriously being an ass…," she retorted. She too was beginning to be annoyed at her loyal friend. Amber was starting to think that the "loss" of his grandfather was killing his spirit.

Kevin: "_Oooooh…_,"he responded to Amber comeback in amusement.

Gwen slapped Kevin on the back of the head.

Kevin: "Ow!"

Gwen: "Watch your language…," she directed toward Amber.

Sometimes, she felt like such a mom to everyone, especially Amber when it came to aliens and such.

Amber: "Yes, mom…"

Gwen glared at her. Kevin rubbed his head and walked ahead to walk next to Amber.

Kevin: "Nice bruise on Tennyson. I don't think we've officially met."

Kevin felt a little safer walking along side someone who could show "unkind" behavior toward his childhood enemy than someone who would busy themselves with inflicting pain on him.

Kevin: "I'm Kevin Levin: the guy who beat Tennyson's butt all those times ago." He smirked at the thought.

Amber turned to Kevin with a smile and her hand.

Amber: "Amber Lux: the so-called family friend of the Tennysons who just told her best friend off. Nice to meet you."

They shook hands—or at least tried to without the help of the Energy Cuffs.

Kevin: "So, you and Tennyson aren't…well, you know…?'

Amber looked as if she was going to gag, the first natural instinct.

Amber: "I think I would rather swallow glass…Does that answer your question?"

Kevin laughed.

Ben: "Oh, thanks. You're _so_ the first person I'll have to go to for motivation in my future relationships…Your help is always appreciated…," he sarcastically expressed.

Amber put her arm around Ben's neck and leaned her head on his shoulder.

Amber: "Come on, Bennie. You know you're like the annoying little brother I've never had…"

The smile she was giving him completely caught him off guard; he wanted to kind of stay mad at her. But now it was impossible. It was the same with Gwen. He lightly shoved her off of his neck.

Ben: "Yeah, yeah…," embarrassed, almost smiling.

Once reaching the car, Amber flipped out.

Amber: "Oh my God! Is this really _yours_?"

Kevin smirked proudly.

Kevin: "Yep. Installed everything myself."

Amber ran to it and hugged it before running to the front and popping the hood. Kevin was really tempted to yell for her to be careful, but he couldn't bring himself to.

Amber: "This is beyond my wildest dreams! Is that a meta-grip constolator?"

Kevin walked up beside her.

Kevin: "It sure is. You know some stuff about philinet technology?"

Amber: "No duh! My room lives on that stuff. But this right here is what I've been looking for…but my mom forbids anything above a level 3 or from planet Jusca."

Kevin was impressed. He had never met another person who loved his passion of owning the best infinite tech upgrades. Sure, most of the things were illegal, but very worth it.

Ben: "Impressive. Looks like you've made your nerdy side known to the guests."

Amber: "Oh, stop being a Debbie Downer, Bennie. No one likes those…"

She closed the hood and walked over to stand next to one of the car doors; she leaned on the car while rubbing it, affectionately.

Magister: "I'm pretty sure none of you are old enough to drive…"

Kevin: "Hello," he waved his hands, "this is kind of my car. Just because I own something like this doesn't mean I'm owning it illegally…"

Magister: "But you are temporarily under arrest."

Amber: "He won't try anything. I can feel it sparking off of him."

Everyone looked at her like she had sworn five-thousand curse words backwards.

Amber: "Hello," she mimicked Kevin, "super-charged freak here; I can feel electrolyzed pulses pumping off of living things. Duh…," she rolled her eyes while opening the car door to the back seat.

**^.^.^.^.^.^.^.^.^**

Magister: "Still think I should drive," he called from the back.

The five were on their way to the location of the Forever Knights. Ben and Magister sat in the back with Amber in the middle, while Gwen and Kevin sat in the front. Kevin was driving.

Kevin: "Nobody drives the car but me."

Anyone could smell a fight coming up.

Gwen: "You were telling us about the aliens..."

Magister: "I don't know anything about the ones we fought today; never met that kind before."

Ben switched on his Omnitrix.

Ben: "I don't see them in here—not that I know how to work this thing anymore…"

Kevin: "Maybe after you get your license, Pee-Wee…," he smirked.

Ben: "Who one our fight again," Amber was startled, "Oh, I remember—me!"

Magister interrupted the upcoming battle.

Magister: "There's has been a lot of alien activity on Earth lately; don't know why. Your grandfather thought that maybe the weapons deal would lead us to whatever's causing the new interest. Now, he's missing."

Amber noticed Ben tense.

Gwen: "Knowing Grandpa Max, he's probably at a restaurant enjoying a roast of cockroach salad…It's a wonder all that weird food didn't kill him—"

Ben: "He's not dead! Stop making jokes about him!"

Kevin slammed his foot on the break and the car swerved to a stop. He turned around in his seat and jabbed his finger in Ben's direction.

Kevin: "Don't talk to her like that!"

Amber _knew_ Ben was about to retaliate.

Ben: "I'll talk to her anyway I—"

She raised her eyebrow as if to dare him to continue what he was saying and he realized what he was doing.

Amber: "You what?"

He bowed his head in shame.

Ben: "You're right," he admitted to Kevin, "I'm sorry, Gwen."

Gwen: "I know you're worried about Grandpa."

Ben: "I just wish he were here…He would know what to do; he _always _knows what to do."

Magister: "But he ain't. _You're _the one with the Omnitrix; you're going to have to figure out how to get things done on your own."

Amber: "He's right, you know."

Ben still seemed a bit edgy. Amber squeezed his hand.

Amber: "You can't just depend on your grandfather for the rest of your life. Believe it or not, I'd say _you _are the person people should look for, for now on."

He raised his eyebrow in curiosity.

Amber: "Not that your grandfather isn't great n' all, but you are Ben Tennyson! Whenever you put your mind to something, you seem to find a way to make it happen—minus the chemistry stuff."

Ben cracked a smile at the comment.

Amber: "You never really needed your grandfather here; you've got a bit of him in you now."

Gwen knew what she meant; ever since that summer she and Ben left with their grandfather on, he had hit a big change. He now had, what she would say, _a heart of gold_—a determination to save people.

Ben lifted his head and wore a grin. His friends really meant the things they had said. Magister and Amber were right: He was on his own now; it was bound to happen. With new fortitude and a piece of mind, he was thinking that now, he would do exactly what Magister said: _Get things done on his own._


	5. A Win And A Loss

**BEN 10: ALIEN FORCE  
Episode 1 - "Ben 10 Returns"  
Chapter 5 - A Win and a Loss**

_**^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^**_

The car began to pull up to a large castle-like complex. Kevin drove further into the lot and parked the car.

Kevin: "This is it."

Ben: "Subtle: Nobody would think to look for knights in here…"

Kevin turned around seriously.

_Kevin: "You_ didn't."

Amber snickered. Ben was so close to glaring.

Magister: "How do we get in?"

Ben smiled.

Ben: "Gwen?"

Standing in front of the moat, Gwen grabbed the top of it with her magic and forced it down with all her might. The other four walked up and followed her across once she was done. The place was dark. Thinking ahead, Gwen lifted her hand and her power wrapped around it, gleaming like a flashlight. While walking, everyone looked around in curiosity at the "decoration". The walls were aligned with many empty knight and chests.

Gwen: "There's no one here. You sure this is the right place?"

Kevin: "There's a hidden door; keep looking."

Kevin shifted his attention around for a bit before settling on his left: There was treasure. He walked over with a grin and picked a necklace up in his hand while admiring it. Finding it pleasurable, he pocketed it and went on for a goblet.

Ben walked up behind Kevin and placed his hands on his hips.

Ben: "Maybe you should've brought a shopping cart…"

Kevin rolled his eyes and decided to ignore him. He picked up a coin from inside the goblet and examined it.

Amber walked up to a suit and poked it, insecure of it coming alive. Gwen just looked at her as if the behavior was normal, used to Amber oddness.

Ben: "I don't like the looks of this…," looking at the different statues that were fighting each other. It kind of frightened him, so he kept staring at them while backing up slowly. His back met with another one. "Ah!" The suit came pummeling down, almost cutting him. But he dodged just in time.

Everyone turned their attention to Ben at the ruckus.

Kevin: "Come on, man! What are you doing?"

Amber whimpered; they weren't alone. The dragon rose from behind him.

Ben: "Sorry, I guess I'm just a little—"

He saw how his allies' heads moved in sync and followed something behind him. He turned around.

Ben: "—paranoid!"

The dragon now fully stood.

It's vicious, yellow eyes peered hungrily at the teens (and alien). It began to walk forward until it dropped down to all fours and chased after them, growling like the beast it was. It left its mouth wide open and attempted to get a bite out of them, but only got the ground. They all cried out and jumped away from the broken cement while trying not to fall behind. They managed to escape through a small entry and the dragon only got more cement.

Once getting farther from the door, they ran up against a crowd of Knights.

Knight (A): "Nobody move; hands on your head!"

The other knights followed the "leader" and pulled out their guns, proceeding to pointing them at the do-gooders. Kevin ran to the nearest wall and absorbed the rock.

Kevin: "Make me!"

He crouched low in front of his group and embedded his fingers into the cement. Using all of his strength, he heaved the ground off of its surface and slammed it back down to the earth. A wave was created and it knocked the knights off balance. The knights fell with a thud. Acting as quick as possible, they got back up and charge toward the offenders. They stood rooted to their spots before firing at will. Gwen immediately took action and created a barrier to block the attack before pushing Magister's gun in front to create her own ammunition.

Ben turned around.

Ben: "Woops…," seeing the dragon.

It had run through the entryway at an accelerating speed, breaking the walls around it.

Ben ran forward and slapped the watch on is wrist. A green light formed and a small speaker-looking being jumped out. Quickly, five more emerged from the original and all sang simultaneously.

Echo-Echo: "Echo, Echo, Echo, Echo, Echo!"

The aliens jumped into the air and pounced on the dragon's face. They said things like 'got you' and brought it down. Smoke covered the room. But once it cleared, a knight had just become aware of Kevin's hold on him.

Knight (B): "Oh, you're not gonna—"

Kevin: "Uh, yeah, I am."

He roughly smashed the heads of the two knights he was holding and they cried out in agony. Kevin let them fall to the ground. He ran to a small group of them and they tackled him, but he was able to forcefully push them away.

An unnoticed knight pointed his gun at Kevin.

Magister: "Kevin!"

Magister side jumped and shot his own gun at the shooter, knocking him unconscious as soon as Kevin turned around. The gun was damaged.

Magister: "Don't do it; it's busted!"

The knight picked it up anyway and aimed it at the two. In the midst of it all, Amber was fighting off a few knights of her own. She twirled in patterns. The bullets of the guns came at her; but she twisted and used her hand to guide the energy of the bullets, and push the shots back at their masters. The red rays collided with the knights.

All of a sudden, Amber tripped and fell backward. When this happened, it was too late: The knight had tried to shoot, but the ray was gathering around the weapon and Amber was only a few feet from him. The knight was neutralized by now.

Kevin: "Amber—"

The explosion was getting bigger.

Magister: "Hit the deck!"

He pulled Kevin to the ground and kept him from harm. Amber, on the other hand, was screaming out in pain. Just seconds after the blast cleared, she stopped. It didn't hurt anymore but she felt funny.

A helmet swept past Magister and Kevin.

Magister: "_That's _why level 5 technology is illegal on Earth; humans aren't ready for it."

Weakly, Amber stood up, wobbling from place to place and held her head, wondering why she didn't die.

Kevin: "I owe you one."

Magister: "Yeah, you do. Now help the human girl."

Kevin: "Amber!" realizing he had forgotten her.

Gwen briefly watches him run to their friend before having to shove off a guard. But she, too, was worried. Amber just stood with her hand over her head while staring into space, confused. She could hear someone calling her, but it wasn't clear enough. And why was everything red?

Kevin reached her and placed a hand on her shoulder.

Kevin: "You okay, there?"

Amber didn't respond. She just barely groaned.

Kevin: "…Amber?"

Amber: "What's that sound?" she asked herself.

Kevin: "Sound?"

Amber: "There it is again."

Kevin realized that she couldn't understand him; his voice was the 'sound.'

He grabbed her shoulders and made her focus her sight on him. She seemed to at least know that it was him.

_Good, _Kevin thought. _She's not blind…I think._

Kevin talked loudly and over-pronounced his words so that she could maybe comprehend.

Kevin: "Can you hear me?"

Amber shook her head with her eyebrows furrowed.

Kevin: "Can you read my lips?"

She nodded.

Kevin: "Good. Amber, I think—" he punches an oncoming knight to the ground, "—you're seriously hurt. We need to get you out of here."

By now, Gwen had finished her share of criminals.

Gwen: "Is she alright?"

Kevin: "I think—"

A piercing screech sounded the room. Kevin and Gwen closed their ears as did Amber while falling to the ground in a ball. The Echo-Echos were busy echoing they're sonic attack against the dragon. It responded and roared out, disturbed. The whole building shook and rumbled. Before they knew it, the dragon's tail had been dismantled from the sound waves. The rest of the beast was soon completely taken apart until they blew to small pieces. Smoke swathed the area for a moments, until it cleared.

Everyone uncovered their ears. All of the extra Echo-Echos returned to the original, which placed his hands on his hips in victory. He had won the battle. Kevin looked at Echo-Echo. He was standing over Amber.

Kevin: "You could warn somebody when you're gonna do that…"

Gwen laid Amber's head onto her lap; the smart one had fainted. Gwen looked up from her spot on the floor to her cousin.

Gwen: "Seriously…I've got earplugs in my purse."

Echo-Echo frowned.

Echo-Echo: "Sorry. Will…she…be okay?"

Magister threw the last of the guns away to a large pile.

Gwen: "We don't know; it's hard to tell."

Kevin: "She should've been dead by the looks of that knight…"

Echo-Echo looked worried.

Magister: "We can check on her, later; I'm sure her body is strong enough to take such a blow. But, do you mind?"

Echo-Echo inhaled before, yet, another powerful reverberate took hold of the illegal guns and blasted them to bits. Then, he noticed something.

Echo-Echo: "Hey…are you…okay? There's—" It turned back.

Ben: "—water leaking out of your suit."

Magister: "That's not water."

He faintly fell onto his knees.

Kevin: "You alright, man?"

Magister ignored the question and decided to cut to the chase, for it was it for him.

Magister: "Ben, listen to me—"

But Kevin's worry seized to go away.

Kevin: "I've gotta tire-patch kit in the car; maybe we could—"

Magister: "No time for that. There is nothing anyone can do."

Gwen looked up from Amber.

Gwen: "Let us help you."

Magister's life began to vaporate away—quickly.

Magister: "If you want to help me: finished the job. You _have_ to find out where the level five tech is coming from."

Emotion rung high in the castle.

Ben: "I will."

Magister: "That's just the tip of the iceberg, kid. Your grandpa was on the trail of something big: an alien conspiracy with Earth in the middle. He was working undercover…" He was wheezing now. "If you crack this case, maybe you can find Max and save your planet."

Ben: "I can't do it without Grandpa…I don't know how."

Magister: "You—" he reached up, "—_you_ are Ben Tennyson. You can do anything."

His body dissipated into a cool smoke that was trapped within the suit. Ben felt like crying. The steam flooded from inside the suit and scattered into the air and the suit fell to the ground without an owner to hold it up. Gwen clung to Kevin on the floor while resting her hand on Amber's head.

They had lost a friend.

Ben: "I'm gonna need help…"

Gwen: "You know I'm here for you."

Ben: "Kevin, there's no money in this, but…," he trailed off.

Kevin picked up Magister Labrid's plumber's badge with honor and determination.

Kevin: "I'm in."

Ben looked at Amber and felt her forehead out of habit of worry.

Ben: "What about Amber?"

Gwen shifted her position and looked down at the girl.

Gwen: "I'm not sure of what her answer would be, but I have a pretty good idea of what it will be. We should I ask when she's feeling better and sane…"

**^.^.^.^.^.^.^.^.^**

They now stood in the entrance of the castle. Amber lay crawled up in Kevin's arms. They heard a groan, and the now-electric purple eyes were now looking back at them.

Gwen: "Amber!"

Kevin lightly stood her up and Gwen engulfed her in a hug of sisterly passion.

Gwen: "We were so worried…"

Amber: "Of course you were…"

Gwen let her go.

Gwen: "So, are you feeling any better?"

Amber: "I guess so."

Amber blinked her new eyes and looked at Kevin with her head turned upwards.

Amber: "Have you always been so tall?"

There was silence.

Kevin: "Uh…yeah?" _Did she really ask that?_

Amber: "That's interesting…" Amber's face was screwed up like she didn't even understand what she had questioned or the answer. Before she rubbed her eyes, Kevin noticed the new color.

Kevin: "Are you _sure_ you're okay? Your eyes are a funky color…"

Amber: "Funky-how?"

She ran up to the green car and peered into the side-mirror. Her eyes widened like saucers. Amber screeched.

Amber: "_**My beautiful, unique eyes…! UGH!**_"

Her eyes rolled into the back of her head and she fainted. The three just stood in their spots and looked at her on lying on the ground.

Kevin: "Weren't we gonna ask her to join the team…?"

Gwen: "Well, I _did_ say to ask her when she's sane…That time is obviously not now…"

Ben sighed.

Ben: "Least we know the explosion didn't change her too much," he smiled. "She's still our Amber…"


	6. Highbreed And Changing

**BEN 10: ALIEN FORCE  
Episode 1: "Ben 10 Returns"  
Chapter 6: Highbreed And Changes**

**^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^.^**

Gwen was floating in the air and trying to locate something. Ben and Kevin waited impatiently in Kevin's car with Amber in the back seat, who was pouting bitterly. She was still mourning her once mud-green eyes and didn't plan on getting use to the new violet that took her away from seeming normal to the human eye.

She sighed, wanting them to get a move on. An attitude was settling in.

Amber: "How long is this going to take?"

Kevin: "We don't know."

Silence filled the vehicle and so, Amber sighed again.

Amber: "What is she doing anyway?"

Kevin: "We already told you; Gwen is using her powers to locate the origin of the gun."

No one spoke for a long while.

Amber: "Stupid gun…," she muttered under her breath. She brought her legs up on the seat and hugged them close to her. Through the rear view mirror, Ben and Kevin could see the disdain crossing Amber's face. Her curly hair lay over her face, and a dark look was apparent.

She really didn't like her new look. At all.

Amber: "What's the point in all of this?"

Ben: "Amber, could you stop acting like a brat for like—one minute and just go along with it?" he snapped. "We all know your eyes are different and you feel a little funny, but that has to wait. I doubt we could turn them back, anyway. Maybe when we're done, we can stop by a Flomart or something and get you some colored contacts. But until then, we would like some peace and quiet."

She knew she was being bratty, but her eyes! They used to be so beautiful! She scoffed and looked out the window into the stars. She felt a connection coming from something up there that she never felt before. After a few minutes, Ben was starting to doubt the whole thing.

Ben: "Are you sure this is going to work?" he yelled out of his window.

Gwen: "No; I've never done this before!"

She concentrated harder and closed her eyes.

Ben: "I thought I destroyed all those things…," said suspiciously.

Kevin: "I kept one as a souvenir…," he casually shrugged his shoulders.

Ben glared.

Kevin: "Lucky, huh?"

Then, the gun started spiraling uncontrollably before stopping at a point in a direction. It moved.

Gwen: "Hey, it's working…Follow me!" she called out while floating behind the gun.

Kevin put the car into drive and slowly drove behind with a dazed look.

Kevin: "I'll follow you anywhere…" But no one heard. She started leading them into a rocky ditch and Kevin didn't like that. "Except there—Come on, Gwen! Paint job…!"

Ben noticed the fact that Amber didn't laugh at the scene; in fact, she hadn't even said a word after he blew up at her. Usually, she was the one who saw the best of every situation. It worried him. He looked at her through the side-view mirror and saw her simply looking out the window, not even interested in what she was looking at. She looked close to tears, and it tore apart Ben's heart.

Ben: "Hey, Amber…?"

She ignored him and he sighed, unhappy. At this rate, she wouldn't even look at him.

**^.^.^.^.^.^.^.^.^**

They ended up somewhere in the middle of the desert by a power plant. The boys jumped out of the car, ready to follow Gwen. But Ben stopped when he heard Kevin call his name. He turned around to find a worried Kevin pointing to Amber. She was still in the car.

Sighing, Ben walked over and put his face on the window.

Ben: "Amber…?"

She remained looking at her lap.

Ben: "Amber," he commanded.

She hugged her legs and looked the other way.

Ben sighed.

Ben: "I have your number on speed dial if we need you…Be sure they don't see you…"

She was still silent.

He gave up. He and Kevin ran after Gwen.

Amber turned her head and watched them leave, tears threatening to come. She didn't like her look, and she didn't like the way she was acting, but she was too stubborn, and she was upset. Why couldn't Ben see that? And why was she being so emotional all of a sudden?

**^.^.^.^.^.^.^.^.^**

Ten minutes have passed and Amber was getting restless. What was taking them so long? When she thought about it, they were probably throwing down the enemy in battle. Of course, it would take a while, or at least, longer than ten minutes. If only she could've joined in the fight.

She solemnly sighed.

A placid light began to radiate off of the ring on Amber's right hand. She tilted her head and questioned it. Why would her ring be glowing?

Soon, the glow grew in size and her hand began to glow too, the same shade of color as her eyes, but blue.

Eyes widening, Amber let out a blood-curdling scream, just as a few DNAliens started toward the car, finding her hiding spot thanks to the new light inside the car.

**^.^.^.^.^.^.^.^.^**

Gwen was just thrown into the far wall but she quickly recovered. Kevin ran to her side.

Kevin: "Did he hurt you?" Cold breath came out of their mouths as they breathed.

Gwen: "No…"

Kevin: "Well, I'm gonna hurt him!" he put up his cupped fists.

Humongousaur: "He's too strong," he expressed stopping them, "I'll ward him off. You guys stay outside!"

They didn't move.

Gwen: "I'm not leaving you to fight that thing all by yourself."

Humongousaur: "…Kevin, get her out of here!"

Kevin: "You heard the man!" he directed to Gwen while forcing her onto his shoulder.

Gwen: "Let me go!"

Kevin: "Not until I get you off this ship!" He never stopped running.

The superior alien broke apart his bindings and made its way over to Humongousaur. As the two fight, a large screen on the other side of the big room chirps, and an image takes place. Humongousaur hears screaming and looks up in the middle of punching Highbreed to see the camera on Kevin's car, which was lighting up on the inside but he couldn't really see what was occurring on the inside. Just that many DNAliens crowded around the vehicle, but not getting too close since it was too bright. Then a thought hit Ben.

Humongousaur: "Amber…"

**^.^.^.^.^.^.^.^.^**

Amber felt her whole body splitting into a million different strands. Her screams could be heard from a mile away, she knew, but she didn't care. She was in pain!

Kevin came running out of the ship's mouth with Gwen still on his shoulder. He set her down and the two race over to the car. They strike a few DNAliens out of the way to get to the front of the cirlce. The enemies were too distracted and a lot of them were busy watching while screeching out into the darkness that surrounded them. The two teens had to shield their eyes once they reached the windows. Gwen formed a shield in front of their faces while Kevin hesitantly broke the back window of the car to try to reach Amber. And what they saw nearly beat anything thing else they could've seen in their travels.

Amber had her head back and a lavender light beamed out of her eyes, same with her limbs and mouth, but it was green. She was screaming and tears were falling down her face. Her body wasn't completely there, it was in sparkles, like the stars in the black sky.

Kevin absorbed his car and dove into the back seat while squinting his eyes.

Kevin: "Amber!"

She wasn't screaming anymore. But panting.

Amber: "Kevin!…It hurts!" She had stopped screaming because she knew she wasn't alone.

Kevin: "I know!…Can you move?"

Amber painfully crawled over to the other end of the seat and waited as Kevin met her at the back door. He put his arms out and she crawled into his arms and Kevin completely covered her in his arms so her light wouldn't destroy the wildlife around them.

Kevin: "Gwen!"

She ran over to the two and moved her power around the girl until she was completely concealed inside a giant pink sphere.

Amber had stopped screaming by now and her hair plus clothes had disappeared (Side not; Her body is in another form: her "skin" is violet and her arms and legs are vaporized on her [like Genie in Aladdin]). Gwen and Kevin stood next to each other, confused. But neither said a thing.

**^.^.^.^.^.^.^.^.^**

Gwen and Kevin ran over to the large dent in the earth that Ben created with Amber (in a ball) trailed behind. The trio had a cute little moment about Ben needing Kevin and yata-yata-yata. Amber felt left out.

Amber: "Hello…!"

The three turned to her in shock. They _did_ forget her!

Ben: "Um…Kevin, Gwen…are you guys forgetting to tell me something?"

Gwen nervously laughed while turning to Ben.

Gwen: "We have a small problem…"

Kevin was standing next to Amber and smiled encouragingly at her.

Kevin: "Um…You alright in there?"

She gave him a deadpan look before arching her eyes to glare broadly.

Amber: "_What _does it look like?"

Ben clapped Kevin on the shoulder and sighed.

Ben: "That's her way of saying thanks for caring…"


End file.
